| 3. Subsection (b) provides that each partner is entitled to a |
settlement of all partnership accounts upon winding up. It also |
establishes the default rules for closing out the partners' |
accounts. First, the profits and losses resulting from the |
liquidation of the partnership assets must be credited or charged |
to the partners' accounts, according to their respective shares |
of profits and losses. Then, the partnership must make a final |
liquidating distribution to those partners with a positive |
account balance. That distribution should be in the amount of |
the excess of credits over the charges in the account. Any |
partner with a negative account balance must contribute to the |
partnership an amount equal to the excess of charges over the |
credits in the account provided the excess relates to an |
obligation for which the partner is personally liable under |
Section 306. The partners may, however, agree that a negative |
account does not reflect a debt to the partnership and need not |
be repaid in settling the partners' accounts. |